The present invention relates generally to institutional voting on issues affecting corporate governance and, more particularly, to processes for communicating directly with large shareowners that have engaged institutions to manage and vote on corporate governance issues on their behalf.
Publicly traded corporations in the U.S. are required by law to hold one meeting per year. The annual meeting serves the purpose of acquiring shareholder and/or bondholder approval on proposals pertaining to the corporation's management and operations, or other corporate actions. Corporations may also hold other special meetings and consent solicitations whenever shareholder and/or bondholder approval is required for additional purposes, e.g., acquisitions, mergers, proxy fight, etc.
The conventional process for an annual meeting begins with the corporation or mutual fund company setting a meeting date. A special or extraordinary meeting can be mandated by the Securities and Exchange Commission (SEC) or another institution. The corporation or mutual fund company, or other interested party, submits filings to the SEC that are pertinent to the meeting. The shareholders, bondholders or other stakeholders vote their shares at the meeting. Because of the significant economic impact of the voting results, corporations or mutual funds engage special agents to facilitate the distribution of materials for the annual meeting and voting process.